UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

29903 Agoura Road Agoura Hills, California 91301

JULY 1, 2008

Dear Fellow Stockholder:

        On behalf of your Board of Directors, I would like to extend a personal invitation for you to attend THQ's 2008 Annual Meeting of Stockholders on Thursday, July 31, 2008 at 9:00 a.m., Pacific Daylight Time. The Annual Meeting will be held at The Hyatt Westlake Plaza, Playa del Sol Ballroom, 880 S. Westlake Boulevard, Westlake Village, California 91361.

        At this year's Annual Meeting, you will be asked to:

•

Elect seven directors to the Board of Directors;



•

Approve an amendment to the THQ Inc. 2006 Long-Term Incentive Plan to increase the number of shares that will be available for issuance by 5.5 million shares;



•

Approve an amendment to the THQ Inc. Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance by 500,000;



•

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2009; and



•

Conduct any other business properly brought before the meeting.

        Information regarding these matters is set forth in the accompanying Notice of 2008 Annual Meeting of Stockholders and Proxy Statement, to which you are urged to give your prompt attention.

        I know that it is not practical for most stockholders to attend the Annual Meeting in person. Whether or not you are able to attend in person, your vote is important. In addition to using the enclosed proxy card to vote your shares, you may submit your vote via the internet or a toll-free telephone number. Instructions for using these services are provided on your proxy card. Mailing in your proxy card or voting your shares by using the telephone or the internet will not limit your right to withdraw your proxy and vote in person, should you wish to attend the meeting.

        Thank you for your ongoing support of THQ.

	Very truly yours,
	Brian J. Farrell Chairman of the Board of Directors, President and Chief Executive Officer

THQ Inc.
29903 Agoura Road
Agoura Hills, California 91301

Important Notice Regarding the Availability of Proxy Materials for
THQ's 2008 Annual Meeting of Stockholders to be Held on July 31, 2008

THQ's Proxy Statement and Fiscal 2008 Annual Report on Form 10-K are available at
http://investor.thq.com

To the Stockholders of THQ Inc.:

        NOTICE IS HEREBY GIVEN that the 2008 Annual Meeting of Stockholders of THQ Inc., a Delaware corporation (the "Company"), will be held on Thursday, July 31, 2008 at 9:00 a.m., Pacific Daylight Time, at The Hyatt Westlake Plaza, Playa del Sol Ballroom, 880 S. Westlake Boulevard, Westlake Village, California 91361, for the following purposes, all as set forth in the attached Proxy Statement:

1.

To elect seven directors to serve on our Board of Directors until the next Annual Meeting and until their successors qualify and are duly elected;



2.

To approve an amendment to the THQ Inc. 2006 Long-Term Incentive Plan to increase the number of shares that will be available for issuance by 5.5 million shares;



3.

To approve an amendment to the THQ Inc. Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance by 500,000;



4.

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2009; and



5.

To transact such other business as may properly come before the Annual Meeting and any adjournment thereof. The Company does not know of any matter to be presented at the Annual Meeting other than those described in the Company's Proxy Statement.

OUR BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR
EACH OF THE NOMINEES AND FOR EACH PROPOSAL.

        The Board of Directors has fixed the close of business on June 2, 2008 as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting and any continuation, postponement or adjournment thereof. If you held shares as of that date, you may attend the meeting.

        Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to vote as soon as possible using one of three convenient methods: (i) by accessing the internet site described in these voting materials or the voting instruction form provided to you; (ii) by calling the toll-free number described in these voting materials; or (iii) by signing, dating and returning your proxy card. If you choose to vote via telephone or the internet, you will have a PIN number assigned to you on the proxy card that you will use to safeguard your vote. If you sign and return your proxy and come to the meeting, your proxy may be returned to you if you wish.

	By Order of the Board of Directors
Agoura Hills, California	James M. Kennedy
July 1, 2008	Secretary

TABLE OF CONTENTS

THQ Inc.
29903 Agoura Road
Agoura Hills, California 91301

PROXY STATEMENT
dated July 1, 2008
for
THQ's 2008 Annual Meeting of Stockholders
to be Held on July 31, 2008

INFORMATION ABOUT THE 2008 ANNUAL MEETING OF STOCKHOLDERS

WHY DID WE SEND YOU THIS PROXY STATEMENT?

        We sent you this Proxy Statement and the enclosed proxy card because our Board of Directors ("Board") is soliciting your proxy to vote at our 2008 Annual Meeting of stockholders of THQ Inc. (referred to herein as "we", "us", "THQ", or the "Company"). The Proxy Statement also gives you information on the proposals to be voted upon at the Annual Meeting, as well as other information so that you can make an informed decision. You are invited to attend the Annual Meeting to vote on the proposals, but you do not need to attend in person in order to vote. You may instead follow the instructions below to vote by mail using the enclosed proxy card, or vote by using the internet or the telephone by following the instructions on your proxy card.

TIME, DATE AND PLACE OF THE ANNUAL MEETING

        Our Annual Meeting will be held at 9:00 a.m., Pacific Daylight Time, on Thursday, July 31, 2008 at The Hyatt Westlake Plaza, Playa del Sol Ballroom, 880 S. Westlake Boulevard, Westlake Village, California 91361. If you have any questions regarding this Proxy Statement or the Annual Meeting, you may direct them in writing to our Secretary at our mailing address as set forth on the cover page.

WHAT AM I VOTING ON?

        At our Annual Meeting, we are asking you to:

•

Elect seven directors;



•

Approve an amendment to the THQ Inc. 2006 Long-Term Incentive Plan ("LTIP") to increase by 5.5 million shares the number of shares that will be available for issuance under the LTIP;



•

Approve an amendment to the THQ Inc. Employee Stock Purchase Plan ("ESPP") to increase by 500,000 the number of shares of common stock reserved for issuance under the ESPP;



•

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2009; and



•

Conduct any other business properly brought before the meeting.

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WHY ARE YOU AMENDING THE LONG-TERM INCENTIVE PLAN?

        We are proposing to amend the LTIP to increase by 5.5 million shares the number of shares available for issuance. We want to ensure that the LTIP includes enough shares for employees, officers and directors to be appropriately compensated under the LTIP going forward. We believe it is essential to be able to grant equity incentives to employees, officers and directors in order to recruit, retain and motivate key talent and to drive our performance.

        For more information regarding the proposed amendment to the LTIP, please see "Proposal Number 2 Approval of an Amendment to the THQ Inc. 2006 Long-Term Incentive Plan to Increase the Number of Shares that will be Available for Issuance" below.

WHY ARE YOU AMENDING THE EMPLOYEE STOCK PURCHASE PLAN?

        We are amending the ESPP to increase the number of shares available for issuance by an additional 500,000 shares. The ESPP enables our employees (other than executive officers) to purchase our common stock through payroll deductions and provides continuing opportunities for our employees to become stockholders. It also provides an incentive for continued employment. We estimate that the proposed increase of shares available for issuance under the ESPP will permit all current and potential future employees (other than executive officers) to fully participate in the ESPP through at least the end of February 2010.

        For more information regarding the proposed amendment to the ESPP, please see "Proposal Number 3 Approval of an Amendment to the THQ Inc. Employee Stock Purchase Plan to Increase the Number of Shares of Common Stock Reserved for Issuance" below.

WHO CAN VOTE?

        The Board has set June 2, 2008 as the record date for the Annual Meeting. You are entitled to vote if you were a stockholder of record of our common stock, as of the close of business on such date.

HOW MANY VOTES DO I HAVE?

        Each share of common stock is entitled to one vote on each of the matters presented for a vote at the Annual Meeting.

HOW MANY VOTES ARE REQUIRED TO CONDUCT THE MEETING?

        A majority of our outstanding shares of common stock as of June 2, 2008 must be represented in person or by proxy at the Annual Meeting in order to constitute a quorum for the transaction of business. As of this date, there were 66,671,670 shares of common stock outstanding and entitled to vote. Shares representing a majority, or 33,335,836, of these votes must be present. This is called a quorum. Abstentions and shares held by a broker or other nominee holding shares for a beneficial owner that are not voted on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner (a "broker non-vote") will be counted as present for purposes of determining the presence of a quorum for the Annual Meeting.

HOW DO I VOTE IN PERSON?

        Your shares may be voted at the Annual Meeting if you are present in person or represented by a valid proxy.

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HOW DO I VOTE BY PROXY?

        If you properly fill in your proxy card and send it to us in time to vote, or if you vote by using the internet or vote by telephone as instructed on your proxy card, your "proxies" (Brian J. Farrell and Colin L. Slade) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, the proxies will vote your shares as follows:

•

FOR the election of seven directors;



•

FOR the amendment to the THQ Inc. 2006 Long-Term Incentive Plan ("LTIP") to increase by 5.5 million shares the number of shares that will be available for issuance under the LTIP;



•

FOR the amendment to the THQ Inc. Employee Stock Purchase Plan ("ESPP") to increase by 500,000 the number of shares of common stock reserved for issuance under the ESPP; and



•

FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2009.

        Even if you currently plan to attend the meeting, it is a good idea to complete and return your proxy card, or vote by using the internet or the telephone before the meeting date, just in case your plans change.

CAN I REVOKE MY PROXY?

        Yes. You may revoke your proxy by delivering written notice, or a properly executed and later dated proxy, to our Secretary at any time prior to the voting. In addition, if you attend the Annual Meeting you may vote your shares personally and revoke your proxy at that time. Attendance at the Annual Meeting will not, in itself, constitute a revocation of a previously granted proxy. If you submit a valid proxy and do not subsequently revoke it, your shares will be voted as provided on the proxy.

WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A "STREET NAME" HOLDER?

        If your shares are registered directly in your name, you are considered the stockholder of record with respect to those shares.

        If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares. However, you are still considered to be the beneficial owner of those shares, and your shares are said to be held in "street name".

HOW WILL MY SHARES BE VOTED IF THEY ARE HELD IN STREET NAME?

        If your shares are held in "street name", you should have received voting instructions with these materials from your broker or other nominee. We urge you to instruct your broker or other nominee how to vote your shares by following those instructions. If you do not give your broker or nominee instructions as to how to vote your shares, they may be voted only on matters for which the broker or nominee has discretionary authority under applicable rules. These votes, called "broker non-votes", will be counted for purposes of determining whether a quorum is present, will be counted with respect to Proposal 1 and will have no effect on Proposals 2, 3 and 4.

WHAT VOTE IS REQUIRED FOR EACH PROPOSAL?

        Election of Directors (Proposal 1):    In the election of directors, you may vote either "for" each nominee or "withhold" your vote for each nominee. The seven nominees receiving the highest number of "for" votes will be elected as directors.

        Approval of the Amendments to THQ Inc.'s LTIP and ESPP to Increase the Number of Shares Authorized for Issuance (Proposals 2 and 3):    You may vote "for", "against", or "abstain" from voting with respect to

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approval of the amendments to our LTIP and ESPP. Approval of the amendments requires the affirmative vote of a majority of the voting shares present at the meeting in person or by proxy and voting for or against these proposals. Abstentions and broker non-votes will have no effect on the outcome of these proposals.

        Ratification of Deloitte & Touche (Proposal 4):    You may vote "for", "against", or "abstain" from voting with respect to the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2009. Abstentions, although counted for purposes of determining whether a quorum is present, will not be counted for any other purpose with respect to this proposal.

        All Other Matters:    All other matters being voted upon will be approved if a majority of the shares of common stock represented in person or by proxy at the Annual Meeting and entitled to vote thereon, cast affirmative votes with respect to such matters.

        If you sign and return your proxy without voting instructions, your shares will be counted as a "for" vote in favor of each nominee and "for" each other proposal.

WHO WILL COUNT THE VOTE?

        Votes cast in person or by proxy at the Annual Meeting will be tabulated by the inspector of election appointed for the Annual Meeting. The inspector of election will (i) determine whether a quorum exists, (ii) determine the authenticity, validity and effect of proxies, and (iii) receive and count the votes of our shares of common stock.

WILL ANYTHING ELSE BE VOTED ON AT THE ANNUAL MEETING?

        Our Board knows of no matters, other than those stated above, to be presented and considered at the Annual Meeting. If, however, any other matters properly come before the Annual Meeting or any adjournments thereof, it is the intention of the persons named in the enclosed proxy to vote such proxy in accordance with their judgment on any such matters. The persons named in the enclosed proxy may also, if a quorum is not present, vote such proxy to adjourn the Annual Meeting from time to time.

WHERE DO I FIND THE VOTING RESULTS OF THE MEETING?

        We will announce preliminary voting results at the meeting. We will also publish the final results in a quarterly report on Form 10-Q, which we will file with the Securities and Exchange Commission. Once filed, you can request a copy of the Form 10-Q by contacting our Investor Relations department at (818) 871-5125. You can also get a copy on the internet at http://investor.thq.com/ or through the SEC's electronic data system called EDGAR at www.sec.gov.

COSTS OF SOLICITING THESE PROXIES

        We will pay the expenses of preparing, printing and mailing this Proxy Statement and the proxies. Proxies may be solicited by our officers, directors and regular employees, without extra pay, by personal interviews, telephone, mail, e-mail or other appropriate means. We will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record and will reimburse such persons for their reasonable out-of-pocket expenses. Additionally, we have engaged the services of Mackenzie Partners, Inc. to solicit proxies and to assist in the distribution of proxy materials for a fee of approximately $7,000, plus reimbursement of reasonable out-of-pocket expenses.

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PROPOSAL NUMBER 1
ELECTION OF DIRECTORS

        Our nominees for the election of directors at the Annual Meeting include six independent directors, as defined in the applicable rules for companies traded on The NASDAQ Global Select Market (NASDAQ), and our chief executive officer, Brian J. Farrell. Stockholders elect all directors annually. At the recommendation of the Nominating/Corporate Governance Committee, the Board has selected the nominees to serve as directors for the one-year term beginning at the Annual Meeting on July 31, 2008 or until their successors, if any, are elected or appointed.

        Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies received FOR the election of each nominee named in this section. If any director nominee is unable or unwilling to serve as a nominee at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy or for the balance of the nominees, leaving a vacancy. Alternatively, the Board may reduce the size of the Board. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

        Pursuant to THQ's Bylaws, directors shall be elected by a plurality of the votes cast in the election of the directors.

        All director nominees are currently serving on the Board. There is no family relationship between any nominee and any other nominee or executive officer of the Company. In the last fiscal year, there were no reportable business relationships between the Company and any directors or nominees.

        The Board recommends that you vote "FOR" the election of each of the following nominees:

        Brian J. Farrell (age 54) has been our President and Chief Executive Officer since January 1995 and a director since March 1993. Between October 1992 and January 1995, Mr. Farrell served as our Executive Vice President and Chief Operating Officer. From July 1991 to October 1992, Mr. Farrell served as our Vice President, Chief Financial Officer and Treasurer. From 1984 until joining us, Mr. Farrell was Vice President and Chief Financial Officer of Hotel Investors Trust, a real estate investment trust. Mr. Farrell was employed by Deloitte Haskins & Sells, a predecessor of Deloitte & Touche LLP, an international accounting firm and our current auditors, from 1978 to 1984 and is a certified public accountant.

        Lawrence Burstein (age 65) has been a director since July 1991. Since March 1996, Mr. Burstein has served as President and a director and has been a stockholder of Unity Venture Capital Associates Ltd., a private investment company. From 1986 through March 1996, Mr. Burstein was President, a director and a principal stockholder of Trinity Capital Corporation, a private investment company. Mr. Burstein is a director of CAS Medical Systems, Inc., I.D. Systems, Inc., Atrinsic, Inc., American Telecom Services, Inc. and Millenium India Acquisition Corp.

        Henry T. DeNero (age 62) has been a director since June 2003. Since January 2001, Mr. DeNero has been an independent management consultant. From January 1999 to December 2000, he was Chairman and Chief Executive Officer of HomeSpace, Inc., an internet company in the real estate and mortgage services business. From July 1995 to December 1998, he was Executive Vice President of First Data Corporation, a computer services company, and was responsible for the company's commercial payment instruments group. From June 1994 to June 1995, Mr. DeNero was an independent management consultant. From April 1992 to April 1994, he was Vice Chairman and Chief Financial Officer of Dayton Hudson Corporation (now Target Corporation), a general merchandise retailer. From 1973 to 1992, he was with the management consulting firm, McKinsey & Company, first as an associate and later as a junior and then a senior partner of the firm. Mr. DeNero is also a director of Western Digital Corporation and Vignette Corporation.

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        Brian P. Dougherty (age 51) has been a director since November 2002. Mr. Dougherty is the founder and Chief Executive Officer of AirSet, Inc. (formerly Airena, Inc.), a software development company. Prior to AirSet he was the Chairman and Chief Technology Officer of Wink Communications, a provider of end-to-end interactive television services to the cable and satellite industries that he founded in 1995 and sold to Liberty Media in 2002. Mr. Dougherty also founded Geoworks in 1983; over his ten year tenure as Chief Executive Officer of Geoworks, the company developed video games for consoles and PCs, productivity software and operating systems for PCs, and operating systems and applications for mobile phones. His first company, Imagic, developed games for various consoles including Atari, Intellivision, Colecovision, and Commodore 64, and was purchased by Activision in 1984. Mr. Dougherty has a BS in Electrical Engineering and Computer Science from UC Berkeley. Mr. Dougherty is a board member of AirSet, Inc.

        Jeffrey W. Griffiths (age 57) has been a director since October 2005. Since September 2006, Mr. Griffiths has served as the President and Chief Executive Officer of Lumber Liquidators, a national retailer of hardwood flooring. Mr. Griffiths was President and Chief Executive Officer of video game retailer Electronics Boutique Holdings Corp. ("EB") from 2001 through 2005 when EB merged with GameStop Corp. Mr. Griffiths' career at EB spanned more than 20 years. He served as Vice President and Senior Vice President of Merchandising, Marketing and Distribution for EB from 1987 to 1996 and from 1996 to 2001, respectively. Mr. Griffiths also served as a director of EB from 2001 to 2005 and of Game PLC, formerly Electronics Boutique PLC, from 1995 to 1997. Mr. Griffiths holds an MBA from Temple University and a BA from Albright College. He serves on the board of Trustees of Albright College and the board of directors of the Philadelphia Academies Inc. and Lumber Liquidators.

        Gary E. Rieschel (age 52) joined our Board as a director in January 2007. Mr. Rieschel has more than 25 years of operating and investing experience in the information technology industry. He is the founder of Qiming Venture Partners, a $500 million fund that invests in early stage Chinese companies. Mr. Rieschel also founded SOFTBANK Venture Capital/Mobius Venture Capital, a $2 billion fund based in the United States, which invested in more than 50 technology companies during Mr. Rieschel's tenure. Prior to his years as a venture capitalist, Mr. Rieschel held senior executive positions at Cisco Systems, Intel Corporation, Sequent Computer Systems and nCUBE.

        James L. Whims (age 53) has been a director since April 1997. Since 1996, Mr. Whims has been a Managing Director of TechFund Capital I, L.P., TechFund Capital II, L.P., and since 2001, TechFund Capital Europe, venture capital firms concentrating on high-technology enterprises. From 1994 to 1996, Mr. Whims was Executive Vice President of Sony Computer Entertainment of America. Mr. Whims is also a board member of Synaptics Inc. and numerous private company boards. Mr. Whims holds an MBA from the University of Arizona and a BA from Northwestern University.

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CORPORATE GOVERNANCE

        Our Board oversees management in the long-term interests of the Company and our stockholders. The Board's responsibilities include:

•

Reviewing the performance of our Chief Executive Officer and other senior executives in achieving corporate goals and objectives;



•

Hiring and determining the compensation of the Company's Chief Executive Officer and other senior executive officers, as well as implementing the Board approved CEO succession plan;



•

Reviewing and approving our major financial objectives and strategic operating plans, business risks and actions; and



•

Overseeing the processes for maintaining our integrity with regard to our financial statements and other public disclosures, and compliance with law and ethics.

        Each member of our Board is elected annually and serves until his or her successor is elected or appointed.

Director Independence

        As required by NASDAQ's listing standards, a majority of the members of our Board must qualify as "independent," as affirmatively determined by our Board. Our Board consults with our legal counsel to ensure that its determinations are consistent with all relevant securities and other laws and regulations regarding the definition of "independent," including those set forth in pertinent listing standards of NASDAQ.

        Consistent with these considerations, after review of all relevant transactions and relationships between each director, any of his or her family members, and THQ, our executive officers and our independent registered public accounting firm, the Board has affirmatively determined that all members of our Board are independent other than Mr. Farrell, our chief executive officer.

Board Meetings

        The Board holds regularly scheduled quarterly meetings. In the fiscal year ended March 31, 2008 ("fiscal 2008"), there were five meetings of the Board held in person or by telephone conference call. The Board members regularly meet in executive session, without management present. All directors attended at least 75% of the Board meetings and meetings of the committees on which they served during the last fiscal year. THQ invites, but does not require, its directors to attend the Annual Meeting. In 2007, Brian Farrell, our Chairman, President and Chief Executive Officer, and three other directors attended the annual stockholder meeting.

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Committees of the Board of Directors

        The Board has three standing committees: an Audit Committee, a Compensation Committee, and a Nominating / Corporate Governance Committee. Members of the individual standing committees are named on the following chart. Mr. Farrell and Mr. Rieschel do not presently serve on a committee.

---

*

Committee Chairperson

        Each committee is governed by a charter, which is intended to assure that the Board will have the necessary authority and practices in place to review and evaluate the Company's business operations and to make decisions that are independent of the Company's management. The committee charters are reviewed periodically and updated as necessary to reflect changes in regulatory requirements and evolving oversight practices. The charter for each committee of the Board may be viewed in the corporate governance section of our investor relations website at http://investor.thq.com.

        Below is a description of each committee of the Board. Each of the committees has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities.

        Audit Committee.    The Audit Committee assists the Board in its oversight of the quality and integrity of the accounting, auditing, and financial reporting practices of the Company. The Audit Committee's role includes the appointment, compensation, retention and oversight of our independent registered public accounting firm. Additional primary responsibilities of the Audit Committee include the review of the effectiveness of our internal controls over financial reporting, review and approval of any proposed related party transaction, review of procedures for complaints by Company employees regarding accounting, internal accounting controls or audit matters, and oversight of the Company's internal audit function. The specific responsibilities and functions of the Compensation Committee are delineated in the Audit Committee Charter. The Board has determined that each Audit Committee member has sufficient knowledge in financial and auditing matters to serve on the Committee. In addition, the Board has determined that Mr. DeNero is an "audit committee financial expert" as defined by Securities and Exchange Commission ("SEC") rules.

        Compensation Committee.    The primary responsibilities of the Compensation Committee are to: (i) review and make recommendations to the Board with respect to compensation of our executive officers; (ii) oversee and advise the Board on the adoption of policies that govern the Company's compensation programs; (iii) oversee the Company's administration of its stock-based compensation and other benefit plans; and (iv) approve grants of stock-based compensation awards under the Company's long-term incentive plan. The Compensation Committee's role includes reviewing, discussing, and recommending to the Board that the Compensation Discussion and Analysis be included in the Company's proxy statement as required by SEC rules. The specific responsibilities and functions of the Compensation Committee are delineated in the Compensation Committee Charter.

        Nominating/Corporate Governance Committee.    The principal responsibilities of the Nominating/Corporate Governance Committee are to establish criteria for candidates for the Board, establish a process for identifying and evaluating candidates for the Board, recommend candidates to the Board as

8

director nominees, adopt policies for recommendation to the Board with regard to the consideration of candidates recommended by stockholders, evaluate the size of the Board, and evaluate the structure, operation and membership of committees of the Board. With respect to corporate governance functions, the Nominating/Corporate Governance Committee reviews and assesses the adequacy of our corporate governance policies and recommends changes to the Board, reviews transactions for conflicts of interest, reviews and assesses our governing documents and annually assesses the effectiveness of the operation of the Board and its committees. The specific responsibilities and functions of the Nominating/Corporate Governance Committee are delineated in the Nominating/Corporate Governance Committee Charter.

Director Nomination Process

        In evaluating nominees for director to recommend to the Board, the Nominating/Corporate Governance Committee will take into account many factors within the context of the characteristics and needs of the Board as a whole. While the specific needs of the Board may change from time to time, all nominees for director are considered on the basis of the following qualifications:

•

the highest level of personal and professional ethics and integrity;



•

practical wisdom and mature judgment;



•

broad training and significant leadership experience in business, entertainment, technology, finance, corporate governance, public interest or other disciplines relevant to our long-term success;



•

a willingness to represent the best interests of all our stockholders and objectively appraise management's performance; and



•

the ability to provide different perspectives on issues presented to the Board, including through diversity of race, gender and culture.

        In determining whether to recommend a director for re-election, the Nominating/Corporate Governance Committee will also consider the director's tenure on the Board, past attendance at meetings, participation in and contributions to the activities of the Board, the director's continued independence (including any actual, potential or perceived conflicts of interest), as well as changes in the director's principal occupation or professional status. Further, the Nominating/Corporate Governance Committee will consider the capabilities of current directors, as well as any additional qualities or capabilities considered necessary or desirable in light of the existing or anticipated needs of the Board and will additionally consider Board composition, including, but not limited to, its diversity.

        The Nominating/Corporate Governance Committee will consider candidates for directors recommended by stockholders. The Nominating/Corporate Governance Committee will evaluate candidates proposed by stockholders under criteria similar to the evaluation of other candidates, except that it may also consider as one of the factors in its evaluation the amount of THQ common stock held by the stockholder and the length of time the stockholder has held such stock. To be considered by the Nominating/Corporate Governance Committee in connection with our 2009 Annual Meeting of Stockholders, recommendations must be submitted in writing to THQ by March 31, 2009. Recommendations must include, as to each person whom the stockholder proposes to nominate for election or re-election as a director: (1) the candidate's name, age, business address and residence address; (2) the principal occupation or employment of the candidate; (3) the number of shares of THQ common stock which are beneficially owned by the candidate; (4) the consent of the proposed candidate (a) to be named in the proxy statement relating to THQ's annual meeting of stockholders, and (b) to serve as a director if elected at such annual meeting; and (5) any other information regarding the proposed candidate that may be required to be included in a proxy statement by applicable SEC rules. Further, the stockholder giving notice must provide: (a) the name and address of the stockholder, as they appear on our records; and (b) the number of shares of THQ common stock which are beneficially owned by such stockholder. Recommendations by stockholders may also include the following information in order to assist the

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Nominating/Corporate Governance Committee in evaluating the nominee: (1) a description of the qualifications and background of the proposed candidate; (2) a description of all arrangements or understandings between the stockholder and the proposed candidate relating to the proposed candidate's candidacy; and (3) a statement as to whether the proposed candidate would be considered an independent director under applicable NASDAQ or SEC rules and regulations. The Nominating/Corporate Governance Committee may request any additional information reasonably necessary to assist it in assessing a proposed candidate. After submitting a written recommendation, which complies with the notice procedures outlined above, the stockholder nominating the proposed candidate must make such nomination at a meeting of stockholders at which the stockholder is entitled to vote in the election of directors.

        We do not currently pay a fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential director nominees.

Director Stock Ownership Guidelines

        On May 13, 2008, the Board of Directors adopted ownership guidelines for non-employee director stock ownership. The guidelines provide that a non-employee director must own an amount of the Company's common stock equal to at least ten times (10X) a director's annual retainer. Directors will have five years to meet these ownership guidelines from the time of adoption. New directors will have five years from the time they are named to a qualifying position to meet the ownership guidelines.

Board Service Requirements

        Non-employee directors of THQ may not serve on more than four (4) boards of public companies in addition to THQ. Mr. Farrell may only serve on one other public company board, but currently does not do so. Additionally, if a non-employee director changes jobs, he or she is required to submit a letter of resignation to the Chairman of THQ's Board.

RELATED PARTY TRANSACTIONS

        As a general matter, it is the Company's preference to avoid related party transactions. Current SEC rules define a related party transaction to include any transaction, arrangement or relationship in which the Company is a participant and in which any of the following persons has or will have a direct or indirect interest:

•

an executive officer, director or director nominee of the Company;



•

any person who is known to be the beneficial owner of more than 5% of the Company's common stock;



•

any person who is an immediate family member (as defined under Item 404 of Regulation S-K) of an executive officer, director or director nominee or beneficial owner of more than 5% of the Company's common stock; or



•

any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person, together with any other of the foregoing persons, has a 5% or greater beneficial ownership interest.

        The Company's Audit Committee Charter includes a written policy whereby in the event such a transaction is proposed, it must be submitted to and approved by the Audit Committee. On an annual basis, each director and executive officer is required to complete a questionnaire, which requires disclosure of any transactions the director or executive officer, or their immediate family members or associates, may have with the Company in which the director or executive officer, or their immediate family members or associates, has a direct or indirect material interest. The Audit Committee, which is responsible for

10

reviewing and approving any related party transactions, considers the responses in the questionnaires and other information regarding potential relationships between the Company and the directors and executive officers. Additionally, the Company's Code of Business Conduct and Ethics includes a written policy that prohibits its directors and officers from engaging in activities that could give rise to an actual or potential conflict of interest with the Company. There were no related party transactions reported in fiscal 2008.

CHARTERS AND CODES OF ETHICS

        The Board has adopted Charters for each of its committees, and has adopted a Code of Ethics for Executive Officers and Other Senior Financial Officers as well as a Code of Business Conduct and Ethics for Directors, Officers and Employees of THQ (the "Codes"). The Charters and the Codes are available on the Investor Relations section of our web site at www.thq.com. We will post amendments to our Charters and Codes on our website as well as disclose any waivers granted under the Codes. Copies of our Charters and Codes are available without charge by contacting our Investor Relations department at (818) 871-5125.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

        We invite stockholders to communicate any concerns they may have about our company directly and confidentially with the non-management directors as a group by writing to the Non-Management Directors, c/o Secretary, THQ Inc., 29903 Agoura Road, Agoura Hills, CA 91301. Such communications shall be delivered by the Secretary directly to the chairman of the Nominating/Corporate Governance Committee.

DIRECTOR COMPENSATION

        Brian J. Farrell received no compensation for serving as a director, except that he, like all directors, is eligible to receive reimbursement of any expenses incurred in attending Board and committee meetings. He is not listed in the table below since he is also a named executive officer and his compensation is fully reflected in the Summary Compensation Table on page 29, herein.

        The compensation of each non-employee director of the Company during fiscal 2008 was as follows:

(1)

These amounts represent annual retainers and fees for Board and committee meetings, as described in the narrative disclosure below.

(2)

Amounts disclosed under "Stock Awards" and "Option Awards" represent the stock-based compensation expense recognized for financial statement reporting purposes pursuant to FAS 123(R) rather than an amount paid to or realized by the director. See Note 14 to the Company's consolidated financial statements included in its Form 10-K for the fiscal year ended March 31, 2008 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FAS 123(R). There can be no assurance that the FAS 123(R) amounts will ever be realized.

11

Narrative Disclosure to Director Compensation Table

        Our directors receive compensation for their service only if they are not THQ employees. Mr. Farrell therefore receives no compensation for serving as a director. During fiscal 2008, each non-employee director received an annual retainer of $24,000 and an equity grant of 12,000 stock options and 4,050 Deferred Stock Units ("DSUs"). Pursuant to the Board policy that provides that all non-employee directors will receive their annual grants on the date of the annual stockholders meeting, the equity awards were granted to the directors on July 30, 2007. The option grants have an exercise price of $28.59, which was the closing price of THQ's common stock on the grant date. The stock options and DSUs vest immediately upon grant; however, DSUs are not convertible into the Company's common stock until thirteen (13) months after the date of grant.

        Directors receive the following additional amounts:

•

an annual retainer of $7,500 for the Audit Committee chairman;



•

an annual retainer of $5,000 for each other Board committee chair;



•

a per meeting fee of $1,500 for attendance at each Board meeting; and



•

a per meeting fee of $1,000 for attendance at each committee meeting.

        In January 2008, the Board approved the following changes to director compensation. The changes will be effective as of the 2008 annual stockholders meeting:

•

the annual retainer paid to the Audit Committee chairman shall increase to $20,000;



•

the annual retainers paid to each other Board committee chair shall increase to $10,000;



•

the grant date fair value of the annual equity grants of DSUs shall be capped at $125,000;



•

option grants and grants of DSUs shall vest monthly over a 12-month period; and



•

annual cash retainers may be converted into additional DSUs at the rate of $1 cash for $1 grant date fair value in DSUs, but only if the grantee irrevocably elects to defer payment of the DSUs upon settlement.

12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

PRINCIPAL STOCKHOLDERS

        The following table shows, as of June 2, 2008, the number of shares of THQ common stock owned by beneficial owners known to us to hold more than 5% of our common stock. As of June 2, 2008, there were 66,671,670 shares of our common stock outstanding. We only have one class of common stock.

(1)

Based on information contained in a report on Schedule 13F dated and filed with the SEC on May 14, 2008 by FMR LLC ("FMR") on behalf of itself and the following Other Included Managers: Fidelity Management & Research Company, Fidelity Management Trust Company, Strategic Advisers Incorporated, Northern Neck Investors Corporation, FMR Co., Inc., Pyramis Global Advisors Trust Company, and Pyramis Global Advisors, LLC. FMR reported sole voting authority with respect to 894,479 shares and no voting authority with respect to 8,050,171 shares.

(2)

Based on information contained in a report on Schedule 13F dated and filed with the SEC on May 14, 2008 by OppenheimerFunds, Inc. ("Oppenheimer"). Oppenheimer reported sole voting authority with respect to 6,378,074 shares.

(3)

Based on information contained in a report on Schedule 13F dated and filed with the SEC on May 15, 2008 by Capital World Investors ("CWI") on behalf of itself and the following Other Included Managers: The Capital Group Companies, Inc. and Capital Research and Management Company. CWI reported no voting authority with respect to 4,626,000 shares.

(4)

Based on information contained in a report on Schedule 13F filed with the SEC on May 9, 2008 by The TCW Group Inc. ("TCW") on behalf of itself and the following Other Included Managers: TCW Investment Management Company, TCW Asset Management Company, TCW Capital Investment Corp, Trust Company of the West, TCW Advisors Inc., TCW/Crescent Mezzanine, LLC, Asiavest Partners, TCW/YFY Ltd., Alps Advisers, Inc., Societe Generale Asset Management, S.A., and

13

Societe Generale, S.A. Societe Generale Asset Management, S.A. (SGAM) is a wholly-owned subsidiary of Societe Generale, S.A. Effective July 6, 2001, SGAM owns a controlling interest in The TCW Group, Inc. TCW reported sole voting authority with respect to 2,623,247 shares and no voting authority with respect to 942,174 shares.

(5)

Based on information contained in a report on Schedule 13F filed with the SEC on April 30, 2008 by Barclays Global Investors UK Holdings Limited ("Barclays") on behalf of itself and the following Other Included Managers: Barclays Global Investors Ltd, Barclays Global Investors, N.A., Barclays Global Fund Advisors, Barclays Global Investors Australia Ltd, Barclays Global Investors Canada Ltd, Barclays Global Investors Japan Ltd, and Barclays Global Investors (Deutschland) AG. Barclays reported sole voting authority with respect to 2,532,394 shares and no voting authority with respect to 840,128 shares.

(6)

Based on information contained in a report on Schedule 13G/A dated and filed with the SEC on May 12, 2008 by Wellington Management Company, LLP ("Wellington"). Wellington reported shared voting power with respect to 1,999,623 shares and shared dispositive power with respect to 3,273,473 shares.

BENEFICIAL OWNERSHIP OF MANAGEMENT

        The following table sets forth certain information with respect to beneficial ownership of our shares of common stock as of June 2, 2008 by each of our director nominees and executive officers and by all director nominees and executive officers as a group. As of June 2, 2008, there were 66,671,670 shares of our common stock outstanding. Unless otherwise indicated below, each individual named in the table has sole voting power and sole investment power with respect to all of the shares beneficially owned, subject to community property laws, where applicable.

*

Less than 1%.

(1)

The address for each individual is c/o THQ Inc., 29903 Agoura Road, Agoura Hills, California 91301.

(2)

Includes 734,289 shares of common stock issuable upon exercise of options exercisable within 60 days, 34,791 common shares of performance accelerated restricted stock ("PARS"), 4,667 shares of common stock issuable upon expiration of deferral period for vested performance accelerated restricted stock units ("PARSUs"), and 150,000 shares of common stock held of record by the Denise M. Farrell 2007 Grantor Retained Annuity Trust ("GRAT").

(3)

Includes 61,314 shares of common stock issuable upon exercise of options exercisable within 60 days.

(4)

Includes 69,752 shares of common stock issuable upon exercise of options exercisable within 60 days, 4,050 shares of common stock issuable upon expiration of deferral period for vested PARSUs, and 4,050 shares of common stock issuable upon expiration of deferral period for vested deferred stock units ("DSUs").

(5)

Includes 86,628 shares of common stock issuable upon exercise of options exercisable within 60 days.

14

(6)

Includes 36,000 shares of common stock issuable upon exercise of options exercisable within 60 days, 4,050 shares of common stock issuable upon expiration of deferral period for vested PARSUs, and 4,050 shares of common stock issuable upon expiration of deferral period for vested DSUs.

(7)

Includes 18,000 shares of common stock issuable upon exercise of options exercisable within 60 days and 2,025 shares of common stock issuable upon expiration of deferral period for vested DSUs.

(8)

Includes 103,503 shares of common stock issuable upon exercise of options exercisable within 60 days, 4,050 shares of common stock issuable upon expiration of deferral period for vested PARSUs, 4,050 shares of common stock issuable upon expiration of deferral period for vested DSUs and 224 shares of common stock held of record by TechFund Capital L.P. ("TechFund"). Mr. Whims is a managing member of the general partner of TechFund and accordingly may be deemed to share beneficial ownership of the shares of common stock held of record by TechFund. Mr. Whims disclaims beneficial ownership of such shares.

(9)

Includes 93,575 shares of common stock issuable upon exercise of options exercisable within 60 days and 9,940 common shares of PARS.

(10)

Includes 118,533 shares of common stock issuable upon exercise of options exercisable within 60 days and 12,425 common shares of PARS.

(11)

Includes 45,167 shares of common stock issuable upon exercise of options exercisable within 60 days and 8,000 common shares of PARS.

(12)

Includes 163,533 shares of common stock issuable upon exercise of options exercisable within 60 days and 12,425 common shares of PARS.

(13)

Includes 351,624 shares of common stock issuable upon exercise of options exercisable within 60 days and 20,875 common shares of PARS.

15

EXECUTIVE OFFICERS

        As of June 2, 2008, our executive officers are Brian J. Farrell, Ian Curran, William W. Goodmen, Scott Guthrie, James M. Kennedy, Colin L. Slade and Jack Sorensen. Information with respect to Mr. Farrell is set forth above in "Election of Directors". All of our executive officers are appointed by and serve at the discretion of the Board.

        Ian Curran (age 41) was appointed Executive Vice President, International in July 2007. He previously served as our Senior Vice President, International Publishing since December 2004. In addition to overseeing all sales and distribution activities within Europe, Middle East & Africa (EMEA), since April 2006, Mr. Curran is also responsible for overseeing all sales and distribution activities within Asia Pacific. From October 2003 to December 2004, Mr. Curran served as Vice President, European Publishing and prior to this, between October 2000 and October 2003, was Managing Director responsible for all the publishing activities within the United Kingdom and Export divisions. From December 1998 to September 2000, Mr. Curran served as UK General Manager for Acclaim Entertainment Ltd. and was responsible for all sales, marketing and finance activities and between January 1997 and December 1998 his responsibilities for Acclaim were carried out in the capacity as UK Sales Director. Prior to joining Acclaim, between October 1995 and January 1997, Mr. Curran served as Head of European Sales for Warner Interactive International (Time Warner Inc.) and between November 1992 and November 1994 Mr. Curran was employed as Buying Director for Future Zone Stores Limited (Part of Rhino Group PLC—now trading as Game PLC). While in this position, his responsibilities included being a member of the main board of directors.

        William W. Goodmen (age 53) was appointed our Executive Vice President, Human Resources and Administration in October 2004. From April 2003 to October 2004, he was the Senior Vice President, Human Resources and Administration. He joined us in October 2002 as Senior Vice President of Human Resources. Including a long tenure at ARCO, Mr. Goodmen brings more than 20 years of experience to his role including senior management level recruiting, global growth and integration programs, as well as the creation of human resources policies and practices. From May 2002 to September 2002, Mr. Goodmen served as executive vice president of human resources at Liberty Livewire Corporation where he assisted in recruiting a number of key senior management positions and assisted in organizing the company's operations to best support its business strategies. From October 2000 to May 2002, Mr. Goodmen was a director at executive search firm Spencer Stuart, developing their Southern California Industrial Practice as well as their human resource practice. In 1999 and 2000, Mr. Goodmen was a partner at the Center for Corporate Innovation where he was part of a team which designed and managed CEO Roundtables, primarily in the technology and healthcare sectors. Mr. Goodmen holds a bachelor's degree from Colgate University and a MS from Syracuse University.

        Scott Guthrie (age 43) was appointed our Executive Vice President, Publishing in August 2007. He previously served as our Senior Vice President, North American Sales and Distribution from October 2006. Mr. Guthrie brings more than 15 years of sales and marketing experience for major entertainment and consumer product companies to THQ. Prior to joining THQ, Mr. Guthrie held multiple roles at Buena Vista Home Entertainment in Canada and the United States, most recently as the senior vice president of sales and distribution. Mr. Guthrie also held sales and marketing positions at Pepsi-Cola and Colgate-Palmolive. Mr. Guthrie holds a bachelor's degree in Business and Economics from Bishops University.

        James M. Kennedy (age 48) was appointed our Executive Vice President, Business and Legal Affairs in October 2004. From January 2003 to October 2004 he was the Senior Vice President, Business and Legal Affairs. He has been the Corporate Secretary since August 2003. From March 2000 to January 2003, Mr. Kennedy was an adjunct professor and lecturer at the undergraduate and law school levels in the San

16

Francisco Bay Area. From July 1995 to March 2000, Mr. Kennedy was employed at Electronic Arts Inc., an entertainment software developer and publisher, serving initially as Assistant General Counsel and from November 1995 through March 2000 as Vice President of Business Affairs. From July 1989 to July 1995, Mr. Kennedy served in executive positions at a variety of entertainment and software companies, including Mindscape, Inc., Lucas Digital Ltd., and LucasArts Entertainment Company. Between September 1984 and July 1989, Mr. Kennedy was employed as an attorney with the law firm of Gibson, Dunn & Crutcher. Mr. Kennedy holds a bachelor's degree from Princeton University, a J.D. from Boston College Law School, and an MBA in strategic leadership from Dominican University of California.

        Colin L. Slade (age 54) was appointed Executive Vice President and Chief Financial Officer in February 2008. Mr. Slade previously served as Senior Vice President and Chief Financial Officer of Tektronix, Inc. from 2000 through 2007. Prior to serving as Senior Vice President and CFO of Tektronix, Inc., Mr. Slade served in various financial management roles at that company, including Vice President and Corporate Controller from 1994 to 1999. Mr. Slade has also held key positions at Graphic Software Systems, Inc. and PricewaterhouseCoopers. Mr. Slade is a member of the University of Oregon Foundation Board of Trustees. Mr. Slade received his BS in Accounting and Quantitative Methods from the University of Oregon and is a certified public accountant, certified in Oregon.

        Jack Sorensen (age 47) was appointed Executive Vice President, Worldwide Studios in September 2001. Mr. Sorensen manages internal and external product development and studio acquisitions. From June 2000 to September 2001, Mr. Sorensen was President and Chief Executive Officer of Swan Systems, Inc., a private, venture-funded software company serving the advertising and marketing industries. Between March and May 2000, Mr. Sorensen was Executive in Residence at Crosspoint Venture Partners, a venture firm. From February 1991 to January 2000, Mr. Sorensen was employed at LucasArts Entertainment Company, an entertainment software developer and publisher, serving variously as head of operations, international, product development and as General Manager. From April 1995 to January 2000, Mr. Sorensen served as President of LucasArts. Mr. Sorensen holds a bachelor's degree from Brandeis University and an MBA from the Haas School of Business at the University of California, Berkeley.

17

COMPENSATION DISCUSSION AND ANALYSIS

Overview

        The following Compensation Discussion and Analysis describes the material elements of our executive compensation program. Later in this proxy statement under the heading "Executive Compensation" you will find a series of tables containing specific information about the compensation earned or paid in our fiscal year ended March 31, 2008 ("fiscal 2008") to the following individuals, whom we refer to as our named executive officers:

•

Brian J. Farrell, our Chairman, President and Chief Executive Officer

•

Colin L. Slade, our Executive Vice President and Chief Financial Officer

•

Ian Curran, our Executive Vice President, International

•

James M. Kennedy, our Executive Vice President, Business and Legal Affairs

•

Jack Sorensen, our Executive Vice President, Worldwide Studios

•

Edward K. Zinser, who served as our Chief Financial Officer until November 26, 2007

•

Rasmus van der Colff*, who served as our Interim Chief Financial Officer from November 26, 2007 through February 29, 2008

*

Mr. van der Colff was hired in May 2007 as our Vice President, Corporate Controller. Although he served as our Interim Chief Financial Officer during fiscal 2008, he is not an executive officer. Executive officers generally have a title of Senior Vice President or higher. Although compensation paid to Mr. van der Colff in fiscal 2008 is disclosed, this discussion focuses on our executive compensation program and not our compensation program for non-executive officers of the Company, such as Mr. van der Colff.

        The discussion below is intended to help you understand the detailed information provided in those tables and put that information into context within our overall executive compensation program. We begin by discussing our objectives as they relate to executive compensation practices and by describing how total compensation for our executive officers is determined. We next discuss the various elements of our executive compensation program in detail and describe the executive compensation decisions that the Compensation Committee made during fiscal 2008 (including the cash bonuses approved in May 2008 for fiscal 2008 performance). We then discuss the tax and accounting implications to the Company of our executive compensation program.

Objectives of our Compensation Program

        The overall goals of our executive compensation program are (i) to attract and retain key executive talent needed to achieve the Company's business objectives, and (ii) to establish an appropriate link between executive compensation and achievement of the Company's strategic and financial performance goals, including the enhancement of stockholder value. To that end, our compensation program is designed to:

•

Offer competitive base salaries, taking into account the pay practices of other companies with which we compete for talented executives;



•

Emphasize a pay-for-performance philosophy through annual cash bonus opportunities designed to reward executives for achievement of annual corporate financial performance goals as well as individual goals; and

18

•

Use stock-based incentives to motivate executives to focus on long-term strategic objectives, to align the interests of management with those of our stockholders and to provide opportunities for management to share in the benefits that they achieve for the Company's stockholders.

        As described in more detail below, the material elements of our current executive compensation program include a base salary, an annual cash bonus opportunity, a long-term equity incentive opportunity, an opportunity to save for post-employment compensation through 401(k) retirement benefits and a deferred compensation program, and severance and change-in-control protection for certain actual or constructive terminations of the executive officers' employment.

        All of our named executive officers, other than Mr. Farrell and Mr. Curran, serve "at will". Mr. Farrell is employed by THQ pursuant to an employment agreement, which is described in detail under the heading "Employment Agreements" on page 32. Mr. Curran is employed by THQ in the United Kingdom (UK). Under UK law, we are required to provide all of our UK employees with a statement of the main terms and conditions of employment ("Statement"). Pursuant to Mr. Curran's Statement, both he and the Company must provide the other with 12 months notice in writing in order to terminate his employment with the Company. Mr. Curran's Statement is described further on page 33.

        How Total Compensation is Determined.    The Compensation Committee has responsibility for establishing and implementing the Company's compensation philosophy and objectives. The Compensation Committee, which is comprised exclusively of independent directors, oversees all compensation and benefit programs and actions that affect our named executive officers. The Compensation Committee also recommends to the board of directors the salaries and annual and long-term incentive awards for our executive officers. In order to achieve the objectives of our executive compensation program, in fiscal 2008, the members of the Compensation Committee, with the assistance of our external compensation consultant, Frederic W. Cook & Co., Inc. ("Frederic Cook"), collected and analyzed competitive market data and evaluated individual executive performance. The goal of the review was to set compensation at levels the Compensation Committee believes are competitive with amounts paid to executive officers in comparable positions at other similar size companies in the videogame, entertainment and consumer-related software industries, which we refer to as the "comparable companies". We compare the compensation data to our executives' compensation by similarity of position. We recognize that while objective data is a good starting point for determining appropriate compensation, there may be circumstances that warrant an adjustment or deviation from the market data. For example, an executive at THQ may have broader or narrower duties than the position to which he or she is being compared in the compensation assessment. We take this into consideration and make appropriate judgments with regard to compensation levels. Other considerations may include individual performance, difficulty of replacing the executive, retention needs, tenure or importance of institutional knowledge held by the executive. Our comparable companies include:

The information we used was gathered from public filings, such as proxy statements, filed by the comparable companies.

        Role of Independent Compensation Consultants in Compensation Decisions.    The Compensation Committee has engaged Frederic Cook as an independent compensation consultant to advise the Compensation Committee on executive compensation matters. Frederic Cook reports directly to the

19

Compensation Committee on this assignment. A representative of Frederic Cook attends meetings as requested by the Compensation Committee and provides advice directly to the Compensation Committee.

        Role of Executive Officers in Compensation Decisions.    Our management provides on-going recommendations to the Compensation Committee regarding our compensation programs. The recommendations include executive compensation plans and designs, as well as performance goals for annual cash bonuses. Our management provides its recommendations in conjunction with, and based on information gathered from Frederic Cook and general market information as well as from internal resources, with the objective of aligning the design and operation of our compensation programs with our business strategies and objectives. In appropriate circumstances, the Compensation Committee, in its discretion, considers the recommendations of Mr. Farrell, our chief executive officer, in setting executive compensation. The Compensation Committee, however, makes all determinations regarding these awards to recommend to the board of directors and neither Mr. Farrell nor any other executive officer is involved in the determination of his own compensation. At the invitation of the Compensation Committee, members of the senior management attend meetings and make presentations to the Compensation Committee.

The Elements of THQ's Compensation Program

        Total direct compensation at THQ is comprised of three main elements:

•

Base salary



•

Annual cash bonus opportunity; and



•

Long-term equity incentive opportunity (stock-based awards).

        We believe that each element of total direct compensation paid to our executives helps us to achieve one or more of our compensation objectives and fosters specific behavior. The table below lists the material elements of direct compensation paid to our executives and the compensation objectives that they are designed to achieve.

20

Mix of Pay Components.    In determining the appropriate mix of compensation elements, we aim to balance the objectives of rewarding recent results and motivating long-term performance. In general we
seek to set the total direct compensation of our executive officers at a level that provides a combination of fixed and variable payment between the 50th and 75th percentile of compensation paid within our comparable companies. Because pay-for-performance is the cornerstone of our executive compensation program, we generally target base salaries at or below the 50th percentile within our comparable companies and target annual cash bonuses and long-term equity incentive awards above the 75th percentile so that if the Company performs well, the total direct compensation paid to our executives is at approximately the 75th percentile within our comparable companies. The Committee has not established specific policies for allocating between fixed and variable compensation; however, in order to achieve our stated objectives with respect to our executive compensation program, the mix of compensation for our executives is weighted toward variable compensation (annual cash bonuses and long-term equity). This chart illustrates the average percentage of fixed compensation in comparison to variable compensation paid to our named executive officers in fiscal 2008*:

*

Long-term equity calculated based upon grant date fair value of stock and option awards pursuant to FAS 123(R). Excludes compensation of Mr. Zinser, (did not receive a bonus), Mr. Slade (began employment on February 29, 2008) and Mr. van der Colff (not compensated pursuant to executive compensation program).

        Base Salary.    Base salaries for our executives are established based on the scope of their responsibilities, taking into account competitive market compensation for similar positions, as well as seniority and competency of the individual, our ability to replace the individual and other primarily judgmental factors deemed relevant by the Compensation Committee. Base salaries are reviewed annually by the Compensation Committee and may be adjusted (upward, pursuant to an employment agreement, in the case of Mr. Farrell) from time to time pursuant to such review, to realign salaries with market levels after taking into account individual responsibilities, performance and experience. For example, an executive may undertake additional duties, but the executive's compensation is compared to the market compensation based on standard duties for the executive's title.

        Generally, base salaries for our named executive officers have increased by approximately 4% per year. In fiscal 2008, duties of certain executive officers were realigned and the following salary increases were made:

•

Mr. Curran's salary was increased from $329,852 to $379,305, or 15%, due to a compensation benchmarking analysis that was completed in the United Kingdom;



•

Mr. Kennedy's salary was increased from $312,312 to $350,000, or 12%, due to licensing, business development and corporate development management responsibilities assigned to Mr. Kennedy; and



•

Mr. Sorensen's salary was increased from $413,388 to $450,000, or 9%, due to additional product development management responsibilities assigned to Mr. Sorensen.

        Base salaries paid to the named executive officers in fiscal 2008 are reflected in the Summary Compensation Table on page 29.

21

        Annual Cash Bonus.    The annual incentive component of our compensation program provides our executives with an opportunity to earn annual cash bonuses based on achievement of certain pre-established corporate and individual performance goals. We believe the annual incentive is an effective tool for motivating our executives to achieve THQ's operating targets and create stockholder value.

        We calculate annual cash bonuses using the following formula:

Base Salary    ×    Target Bonus %    ×

(Company Goal % + Individual Goals % ("Goals")

×

Personal Performance Factor

=

Bonus Payout

        The process for determining annual cash bonuses starts at the beginning of each fiscal year, when the Compensation Committee establishes a performance goal for the Company that includes certain financial metrics. In determining which financial metrics to use for the year, the Compensation Committee considers the state of the Company's business and which financial measures are most likely to focus the named executive officers on making decisions that deliver short-term results that are aligned with our long-term goals. In fiscal 2008, the Compensation Committee determined that the Company had to achieve the following threshold targets in order to meet its performance goal (the "Company Goal"): (i) total revenues of $1.135 billion, as compared to $1.03 billion achieved in fiscal 2007 (the "revenue target"), and (ii) earnings per share of $1.39 (on a non-GAAP basis), as compared to $1.01 per share achieved in fiscal 2007 (the "earnings target"). The Compensation Committee selected these threshold targets to reflect the Company's key goals: to increase revenue annually at or above the market rate and increase profitability.

        Additionally, the individual performance goals for our executive officers, other than for Mr. Farrell, are approved by Mr. Farrell at the beginning of each fiscal year. Mr. Farrell's individual performance goals are approved by the Compensation Committee. These goals are referred to in the formula above as "Individual Goals". Individual Goals typically are related to job function and include such areas as expense control, division growth, and on-time delivery of our products.

        Once the Company Goal and Individual Goals have been set and approved, the Compensation Committee sets a range of bonus opportunities for each named executive officer based on achievement of such goals. In fiscal 2008, target bonuses (each a "Target Bonus") for the named executive officers were set as follows:

22

*

Pro-rated based upon May 2007 employment date.

        After the fiscal year, the Compensation Committee determines the actual payout of each bonus component (the Company Goal and the Individual Goals) independently based on fiscal year results according to the following guidelines:

        Company Goal.    

•

If both the revenue target and earnings target are achieved, the Company Goal bonus component will be paid at 100% of the portion of the Target Bonus based on achievement of the Company Goal.



•

For Company performance exceeding the revenue target and earnings target, the Company Goal bonus component may be paid up to 150% of the portion of the Target Bonus based on achievement of the Company Goal.



•

If the Company fails to achieve either of the threshold targets but achieves at least a minimum performance threshold, as set by the Compensation Committee, the Company Goal bonus component may be paid at less than 100% of the portion of the Target Bonus related to achievement of the Company Goal, depending upon the level of the Company's performance.



•

No bonus amounts related to the Company Goal bonus component will be paid if the Company fails to achieve at least a minimum performance threshold.

        Individual Goals.    

•

The Individual Goals bonus component shall be funded each year at 100% regardless of achievement of the Company Goal.



•

Actual payout of the Individual Goals bonus component is discretionary and calculated based upon actual performance of the individual versus pre-established goals.

        Personal Performance Factor.    After determining the "Goals" component of an executive officer's bonus (Company Goal bonus component earned plus the Individual Goals bonus component earned), the Compensation Committee may multiply the Goals payout by a personal performance factor, ranging from 0.7 to 1.1. The personal performance factor multiplier is based upon an executive officer's own performance rating as reviewed by the Compensation Committee.

        Fiscal 2008 Bonuses.    Because the Company failed to achieve the minimum performance threshold for the Company Goal in fiscal 2008, the named executive officers did not earn any of the Company Goal bonus component. The cash bonus paid to each named executive officer for fiscal 2008 was based solely on achievement of the Individual Goals and then multiplied by the personal performance factor. Bonuses paid in fiscal 2008 were as follows:

•

Mr. Farrell—$156,261;

23

•

Mr. Curran—$44,266;



•

Mr. Kennedy—$35,000;



•

Mr. Sorensen—$72,000.

        Mr. Slade was paid a bonus of $165,000 in fiscal 2008. This bonus was paid to Mr. Slade upon the commencement of his employment with the Company and is a non-refundable draw from his fiscal year 2009 bonus. Mr. Zinser, our former Chief Financial Officer, was not paid a bonus for fiscal 2008 since he was not employed by the Company at the end of fiscal 2008. Mr. van der Colff, our Interim Chief Financial Officer, was paid a bonus of $51,781 for fiscal 2008.

Long-Term Equity Compensation.    We provide performance-based long-term equity compensation opportunities to our executive officers because we believe they align our executives' interests with those of our stockholders and thus directly serve to increase stockholder returns. We also believe long-term equity
compensation is an effective retention tool because it offers upside for anticipated future performance and has a service vesting requirement to be earned. As mentioned above, we target equity grants above the 75th percentile within our comparable companies, reflecting an emphasis on performance-based equity compensation over cash. The chart to the right illustrates the average percentage of cash compensation in comparison to equity compensation paid to our named executive officers in fiscal 2008*.         Equity grants to our executive officers are generally made up of two components: stock options, which comprise approximately 65% of an equity grant, and stock unit awards, which comprise approximately 35% of an equity grant. This mix reflects the Compensation Committee's pay-for-performance orientation because an individual receives value from the option award only if THQ's stock price increases, which provides for alignment of executive and stockholder interests.

*

Long-term equity calculated based upon grant date fair value of stock and option awards pursuant to FAS 123(R). Excludes compensation of Mr. Zinser, (did not receive a bonus), Mr. Slade (began employment on February 29, 2008) and Mr. van der Colff (not compensated pursuant to executive compensation program).

        Awards of equity grants to our executive officers are based on individual performance and expected future contributions to our Company's growth. When it makes grants, the Compensation Committee also considers an individual's history of past awards, time in the current position and any change in responsibility. As with the determination of base salary and annual cash bonuses, the Compensation Committee exercises judgment and discretion in view of the above criteria.

        In fiscal 2008, named executive officers (excluding Mr. Slade) were awarded both stock options and performance accelerated restricted stock units (PARSUs). All equity grants to named executive officers are generally awarded in May, in conjunction with the regular May Compensation Committee and Board meetings. We chose this timing for executive officer equity grants in order to align decisions for all elements of compensation to the same date. A May grant date allows the Compensation Committee to complete the annual performance evaluation for each executive officer for the prior fiscal year before making an equity grant, thus tying equity grants to individual, as well as Company performance.

        Stock Options.    We believe stock options are inherently performance-based because the exercise price is equal to the market value of the underlying stock on the date the option is granted, and therefore

24

the option has value to the holder only if the market value of the Common Stock appreciates over time. Thus, stock options are intended to provide equity compensation to certain of our employees, including our named executive officers, while simultaneously creating value for our stockholders.

        On May 15, 2007 (in fiscal 2008), our named executive officers received grants of stock options under our THQ Inc. 2006 Long-Term Incentive Plan (the "LTIP"). The options vest ratably over a three-year period after grant, subject to the named executive officer's continued employment with the Company. All options granted to the named executive officers in fiscal 2008 expire five years from the grant date, unless the officer's employment with the Company terminates before the end of such five-year period.

        Stock Unit Awards.    Stock unit awards are granted to our named executive officers and serve two purposes: (i) to retain such executives, and (ii) to provide a way for our executives to increase stock ownership, thus aligning their interests with those of our stockholders. On May 15, 2007, our named executive officers received PARSUs under the LTIP. The PARSUs are subject to forfeiture and will vest five years after the grant date; however, vesting may be accelerated if certain company-related performance criteria are met each fiscal year during the term of the PARSUs. For fiscal 2008, the accelerated vesting criteria was 105% of the revenue target and 110% of the earnings target, as such targets are described above in the discussion of our annual cash bonus plan. Since the Company did not achieved the accelerated vesting criteria for fiscal 2008, there was no acceleration of PARSU vesting this year. PARSUs are settled, without payment, one-for-one, in shares of common stock upon vesting, unless the participant has elected to defer receipt of PARSUs pursuant to the THQ Inc. Stock Unit Deferred Compensation Plan.

        The following awards of stock options and PARSUs were made on May 15, 2007:

•

Mr. Farrell—130,000 options and 23,333 PARSUs;



•

Mr. Curran—45,500 options and 8,167 PARSUs;



•

Mr. Kennedy—52,000 options and 9,333 PARSUs;



•

Mr. Sorensen—81,250 options and 14,583 PARSUs.

        Additionally, Mr. Curran was granted 15,000 options on August 16, 2007 in connection with his promotion to Executive Vice President of THQ. Mr. Slade was awarded 150,000 options on March 13, 2008 in connection with his employment with the Company. Mr. Zinser, our former chief financial officer, was awarded 81,250 options and 14,583 PARSUs on May 15, 2007; however, these options and PARSUs terminated unvested and unpaid as of November 26, 2007. Mr. van der Colff, our Interim Chief Financial Officer, was awarded 20,000 options, 3,000 PARSUs and 5,000 Restricted Stock Units (RSUs) during fiscal 2008. Mr. van der Colff's PARSUs have the same terms and conditions as described above; the RSUs will vest three years after the date of grant, subject to his continued employment with the Company.

Post Employment Compensation

        Retirement Benefits.    Our U.S.-based named executive officers, along with our other U.S.-based employees, may participate in the Employees' 401(k) Plan of THQ Inc. (the "401(k) Plan"). The 401(k) Plan is a qualified tax deferred defined contribution plan that enables eligible employees of the Company to save for retirement. THQ matches 100% of an employee's deferral contribution up to a maximum of 4% of the employee's eligible compensation. Additionally, the 401(k) Plan allows the Company to make an annual discretionary profit sharing contribution on behalf of each participant subject to IRS testing and contribution maximums. The total profit sharing amount contributed to the 401(k) Plan is determined by the Compensation Committee and is allocated to a participant's account in the ratio that such participant's compensation bears to the total compensation paid to all participants.

        All of our eligible named executive officers (excluding Mr. Slade) participated in the 401(k) Plan in fiscal 2008 and received matching contributions. Additionally, in fiscal 2008, the Compensation Committee

25

allocated a profit sharing contribution amount to the 401(k) Plan because the Company achieved its performance targets in fiscal 2007.

        Mr. Curran is based in the United Kingdom and participates in a private pension plan allowable under UK law. The Company makes a monthly contribution to Mr. Curran's pension plan.

        Deferred Compensation Plan.    We adopted the THQ Inc. Management Deferred Compensation Plan (the "Deferred Compensation Plan") on January 1, 2005 primarily to serve as a retention tool and to provide benefits that are competitive with those offered by the comparable companies. We chose to offer the Deferred Compensation Plan because, consistent with our philosophy, it provides an opportunity for the U.S.-based officers of the Company, including the eligible named executive officers, to save for future financial needs at little cost to the Company. The amount of salary and annual incentive earned by the officer is not affected by the Deferred Compensation Plan. The Deferred Compensation Plan essentially operates as an unfunded, unsecured, tax-advantaged personal savings account of the officer, administered by the Company, and contributes to the Company's attractiveness as an employer. The Deferred Compensation Plan does not guarantee a return or provide for above-market preferential earnings. The Company may make voluntary contributions to a participant's account, in such amounts and at such times as the Company may, in its sole discretion, determine. The discretionary contribution is based upon the profitability of the Company, the performance of the officer or such other factors as the Compensation Committee shall determine. In fiscal 2008, the Company made a voluntary contribution to Mr. van der Colff's account.

        In addition to the Deferred Compensation Plan, the Company has a plan that allows its officers, including the named executive officers to defer receipt of vested stock units. For a more detailed discussion of such plan and of the deferred compensation arrangements generally relating to our named executive officers, see the Non-Qualified Deferred Compensation table and accompanying narrative beginning on page 37.

        Severance Agreements.    Except for Mr. Farrell, each of the named executive officers has entered into a severance agreement with the Company. Mr. Farrell is entitled to severance under his employment agreement, which is more fully described under "Employment Agreements". This benefit is designed to encourage the named executive officer's continued services to the Company by providing specified severance benefits in the event the named executive officer's employment is terminated by the Company without cause. In the event of such termination, the severance agreements provide for cash payments, continuation of certain benefits and vesting of a certain amount of unvested equity upon such termination in exchange for a release of future claims against the Company. The terms and conditions of the severance agreements are more fully described under "Termination and Change-in-Control Arrangements".

        Change-in-Control Agreements.    Our named executive officers are entitled to receive payments pursuant to specific change-in-control situations, which for Mr. Farrell are more fully described under "Employment Agreements" and for the other named executive officers are more fully described under "Termination and Change of Control Arrangements". These payments are designed to motivate our named executive officers to devote their full energies to the Company's business during the time of a change-in-control of the Company. The benefits provided to the named executive officers under the change-in-control agreements include payments of expected future salary and bonus and vesting of unvested employer contributions to the officer's 401(k) account and immediate vesting of outstanding, unvested equity awards.

Perquisites

        Our named executive officers and their dependents are entitled to participate in the Company's Exec-U-Care supplemental health insurance program, which provides reimbursement for out-of-pocket medically necessary expenses not covered under the Company's standard health insurance coverage.

26

Exec-U-Care reimbursement is subject to annual limits for the same or related diagnoses and a lifetime maximum of $250,000 per person. In addition to Exec-U-Care benefits, Mr. Farrell and Mr. Curran receive car allowances. In fiscal 2008, the Company paid premiums of $16,600 for additional life and disability insurance policies for Mr. Farrell, pursuant to his employment agreement. No other perquisites are available to the named executive officers.

CEO Stock Ownership Guidelines

        The Board believes that, in order to better align the interests of the chief executive officer of the Company and stockholders of the Company, the chief executive officer should have a financial stake in the Company. In furtherance of this policy, on May 13, 2008, the Board adopted ownership guidelines that provide that the Company's chief executive officer must own an amount of the Company's common stock equal to at least five times (5X) his or her annual salary. Mr. Farrell will have up to four years to meet the ownership guidelines and a new chief executive officer would have four years from the time he or she is named as the chief executive officer to meet the ownership guidelines.

Tax and Accounting Implications

        Deductibility of Executive Compensation.    Like most employers, we take allowable tax deductions for the compensation that we pay to our employees. Section 162(m) of the Internal Revenue Code, however, can prevent us from taking that deduction for compensation over $1 million paid for any one year to certain of our executive officers, unless certain conditions are met. Such conditions include a requirement that compensation be "performance based" and that bonus or equity compensation plans be approved by the stockholders of a company.

        The Compensation Committee designs some elements of executive compensation to ensure full deductibility. The Compensation Committee approved, and our stockholders adopted at their 2006 Annual Meeting, our 2006 Long-Term Incentive Plan. This plan authorizes, among other things, annual cash bonuses and performance-based equity awards that can be qualified for full deductibility under Section 162(m). The plan also permits awards to be granted that do not qualify as fully deductible under Section 162(m).

        While the Compensation Committee is mindful of the limitations imposed by Section 162(m), it believes that stockholder interests are best served by not restricting THQ's discretion and flexibility in crafting compensation programs, even though those programs may result in non-deductible compensation expenses. Accordingly, the Compensation Committee has from time to time approved elements of compensation for certain officers that are not fully deductible, and may do so again.

        Accounting for Stock-Based Compensation.    THQ accounts for stock-based compensation in accordance with the requirements of Financial Accounting Standards Board Statement of Financial Accounting Standard No. 123 (revised 2004), Share-Based Payment ("FAS 123(R)"). Under the fair value provisions of this statement, stock-based compensation expense is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is the vesting period.

27

REPORT OF THE COMPENSATION COMMITTEE

        The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis, as required by Item 402(b) of Regulation S-K, with management. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement for THQ's 2008 annual meeting of stockholders and incorporated by reference into THQ's Annual Report on Form 10-K for the fiscal year ended March 31, 2008.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The Compensation Committee in fiscal 2008 consisted entirely of the three independent directors listed above. Each member of the Compensation Committee is a non-employee director and no member has any direct or indirect material interest in, or relationship with, THQ outside of his position as a director. To our knowledge, there were no other interrelationships involving members of the Compensation Committee or other directors requiring disclosure.

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

        The following table summarizes the compensation for the fiscal year ended March 31, 2008 ("fiscal 2008") and March 31, 2007 ("fiscal 2007"), for each of the following: (i) our Principal Executive Officer, (ii) our Principal Financial Officer and each person who served in the capacity as our principal financial officer during fiscal 2008, and (iii) our three most highly compensated executive officers other than our Principal Executive Officer and Principal Financial Officer in fiscal 2008, each of whom was serving as an executive officer of the Company as of March 31, 2008 (the "named executive officers").

(1)

Amounts shown are not reduced to reflect the named executive officers' elections, if any, to defer receipt of salary into the THQ Inc. Management Deferred Compensation Plan.

(2)

Amounts disclosed under "Stock Awards" and "Option Awards" represent the stock-based compensation expense recognized for financial statement reporting purposes pursuant to FAS 123(R) (disregarding the estimate of forfeitures related to service-based vesting conditions) rather than an amount paid to or realized by the named executive officer. Since we expense our equity awards over the vesting periods, the expense recognized for each named executive officer in fiscal 2008 and fiscal 2007 includes expense related to equity awards granted in prior fiscal years. See Note 14 to the Company's consolidated financial statements included in its Form 10-K for the fiscal year ended March 31, 2008 for a discussion of the relevant assumptions used in calculating grant date fair value pursuant to FAS 123(R). There can be no assurance that the FAS 123(R) amounts will ever be realized.

29

(3)

Amounts disclosed under "Non-Equity Incentive Plan Compensation" represent cash bonuses paid pursuant to the Company's executive compensation program for services rendered in fiscal 2008 and fiscal 2007. Bonuses for services rendered in fiscal 2007 were paid in fiscal 2008 and bonuses for services rendered in fiscal 2008 were paid in fiscal 2009.

(4)

Amounts disclosed under "All Other Compensation" in fiscal 2008 consist of the following:

*

Since our 401(k) Plan was established in compliance with ERISA, it is a calendar year plan and thus the amounts reported for fiscal 2008 were earned January 1, 2007 through December 31, 2007.

(5)

Mr. Slade was appointed Executive Vice President and Chief Financial Officer as of February 29, 2008.

(6)

Mr. Curran's compensation was paid in British Pounds; all compensation information for him included in this proxy has been converted into U.S. dollars using the exchange rate on the date of each payment. Mr. Curran's non-equity incentive plan compensation for fiscal 2008 was calculated using the exchange rate on June 9, 2008, the closest practicable date to the actual pay date, which is expected to be June 25, 2008. Contributions and allocations to defined contribution plans include contributions to Mr. Curran's U.K.-based pension plan.

(7)

Mr. Kennedy became a named executive officer of THQ in fiscal 2008 and thus compensation information is not included for fiscal 2007.

(8)

Mr. Zinser's employment with the Company terminated on November 26, 2007. Amounts earned during fiscal 2008 reflect salary earned and benefits received through such date. A certain portion of the amount that the Company contributed to Mr. Zinser's defined contribution plan was forfeited when his employment with the Company terminated. Additionally, during fiscal 2008, 47,125 shares of restricted stock (both PARS and PARSUs) and 183,873 stock options were forfeited when Mr. Zinser's employment with the Company terminated. This included all the stock and option awards granted to Mr. Zinser in fiscal 2008 as well as unvested stock and option awards from prior years. An additional 27,084 vested stock options were forfeited unexercised during fiscal 2009. Mr. Zinser has no remaining outstanding stock or option awards.

30

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2008

        The following table provides certain information with respect to grants of awards to each of the Company's named executive officers in fiscal 2008.

(1)

Equity awards to our named executive officers were made in accordance with our equity grant policy described in "Compensation Discussion and Analysis—Long Term Equity Compensation." Our current policy is to consider equity awards to the named executive officers at the time of the regularly scheduled May Compensation Committee meeting in order to align decisions for all elements of compensation for the named executive officers to the same date. Mr. Slade was awarded an equity grant consisting of 150,000 options shortly after he commenced his employment with the Company. Mr. Curran was awarded a promotional equity grant on August 16, 2007.

The non-equity incentive plan awards were made by the Compensation Committee on May 14, 2007 and were performance-based cash bonus awards.

(2)

The numbers in these columns represent the range of potential cash bonus awards that could have been earned by our named executive officers in fiscal 2008 pursuant to our executive compensation program. The program provides for the award of annual cash bonuses based upon the attainment of specified revenue and operating income and also individual performance. The actual amount paid to each of the named executive officers for the fiscal year ended March 31, 2008 is set forth in the Summary Compensation Table under the column Non-Equity Incentive Plan Compensation. These awards are described in further detail under "Compensation Discussion and Analysis" beginning on page 18. Column (d), "Target" is each named executive officer's Target Bonus and column (e), "Maximum" is the maximum bonus each officer could have earned if paid 150% of the Company Goal component of the Target Bonus and if such officer had achieved a 1.1 multiplier for his personal performance factor. Mr. van der Colff, pursuant to the Company's compensation program for non-executive officers, was eligible to achieve a 1.3 multiplier for his personal performance factor.

(3)

Represents the threshold, target and maximum number of PARSUs that could have been earned by the named executive officers for fiscal 2008 performance from the grant made to the named executive officers in fiscal 2008. Such amounts were not actually earned because the accelerated vesting criteria for the PARSUs was not achieved in fiscal 2008. For information regarding the accelerated vesting criteria, see the discussion regarding "Stock Unit Awards" on page 25.

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(4)

All other stock awards are PARSUs that were granted to the named executive officers under our Long-Term Incentive Plan in fiscal 2008, except for Mr. van der Colff's grant of 5,000 RSUs on March 13, 2008. This number includes the PARSUs that could have been accelerated that are listed in columns (g) and (h).

(5)

The Grant Date Fair Value is computed in accordance with FAS 123(R). See Note 14 to the Company's consolidated financial statements included in its Form 10-K for the fiscal year ended March 31, 2008 for a discussion of the relevant assumptions used in calculating grant date fair value. There can be no assurance that the Grant Date Fair Value of Stock and Option Awards will ever by realized.

(6)

Mr. Zinser's awards were forfeited upon the termination of his employment with the Company in November 2007.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements.

        Brian J. Farrell.    Mr. Farrell is employed with THQ pursuant to an Amended and Restated Employment Agreement, dated July 20, 2006 (the "Employment Agreement"). The Employment Agreement includes the following key provisions:

•

Compensation—Mr. Farrell shall be paid an annual base salary of at least $626,045, subject to annual review as of March 31, 2007. In fiscal 2008, Mr. Farrell's base salary, as adjusted by the Compensation Committee effective as of April 1, 2007, was $651,087. In addition, Mr. Farrell is entitled to a bonus each fiscal year in accordance with the Company's executive compensation program (see "Compensation Discussion and Analysis," beginning on page 18, herein). The Board may also award Mr. Farrell a performance bonus based upon the Company's and his performance.



•

Additional Benefits—A life insurance policy in the amount of $3.0 million, disability insurance in the amount of 80% of his base salary, a car allowance, and at least all other benefits made available by the Company to other senior executives of the Company in the United States.



•

Term—Mr. Farrell shall be employed by THQ as our President and Chief Executive Officer through March 31, 2010. Commencing on March 31, 2008 and thereafter, the Employment Agreement shall be automatically extended each year on March 31 by a period of one (1) additional year if the Company has not given Mr. Farrell notice that it does not want to extend the Employment Agreement. The Company did not give Mr. Farrell such notice by March 31, 2008 and thus the Employment Agreement has been extended through March 31, 2011. The Employment Agreement shall automatically terminate on March 31 of the calendar year in which Mr. Farrell turns 65 years of age.



•

Excise Tax Gross-Up Payment—In the event that Mr. Farrell is required to pay, due to any payments made to him under his employment agreement, any excise tax imposed by Section 4999 of the Internal Revenue Code, the Company shall pay Mr. Farrell a gross-up payment to cover such excise taxes, interest and penalties.

        The Employment Agreement may be terminated by the Company: (i) in the event of Mr. Farrell's death or disability, or (ii) for Cause, and may be terminated by Mr. Farrell: (a) at will, or (b) for Good Reason. The Employment Agreement provides for a severance payment upon termination of employment as a result of death or disability, termination by the Company without Cause, termination by Mr. Farrell for Good Reason, or termination in connection with a Change of Control. See below, "Potential Payments upon Termination or Change in Control", for a description of these provisions in the Employment Agreement. "Cause," "Good Reason," and "Change in Control" are defined in the Employment Agreement.

32

        Ian Curran.    Under UK law, we are required to provide our UK employees with a statement of the main terms and conditions of employment. Mr. Curran has been provided such a statement which sets forth the following key terms and conditions of his employment:

•

Salary of £141,750 per year, to be reviewed annually;



•

Discretionary bonus dependent upon overall Company and individual performance;



•

Car allowance of £1,000 per month; and



•

Welfare benefits similar to those offered to other THQ employees in the UK.

        Pursuant to Mr. Curran's statement of terms and conditions, both he and the Company must provide the other with 12 months notice in writing in order to terminate his employment with the Company.

        Non-Equity Incentive Plan Compensation.    The amounts in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation table reflect the annual cash bonuses paid to our named executive officers under our executive compensation program. The formula used to determine these awards is as follows:

Base Salary    ×    Target Bonus %    ×

(Company Goal % + Individual Goals % ("Goals")

×

Personal Performance Factor

=

Bonus Payout

        Target Bonuses for the named executive officers in fiscal 2008 were as follows: Brian J. Farrell—120%; Ian Curran—60%; James M. Kennedy—50% and Jack Sorensen—80%. Mr. van der Colff, who is a Vice President of the Company, had a Target Bonus of 40%.

        Because THQ did not achieve its revenue or earnings targets in fiscal 2008, as described above in "Compensation Discussion & Analysis—Annual Cash Bonus", beginning on page 22, the Company Goal component for each executive officer was not funded. The Individual Goals were funded at 100%. The Compensation Committee then multiplied the Individual Goals payout (since the Company Goal payout was $0) by a personal performance factor, ranging from 0.7 to 1.1 to determine the total bonus payout.

        Option and Stock Awards.    During fiscal 2008, our named executive officers received option grants under our THQ Inc. 2006 Long-Term Incentive Plan (the "LTIP") at exercise prices equal to the fair market value of our common stock on the date of grant. These options vest ratably over a three-year period after grant, subject to the named executive officer's continued employment with the Company. All options granted to the named executive officers in fiscal 2008 under the LTIP expire five years from the grant date, unless the officer's employment with the Company terminates before the end of such five-year period.

        Additionally, performance accelerated restricted stock units ("PARSUs") were granted to our named executive officers on May 15, 2007. THQ's closing price per share was $32.80 on that date. The PARSUs are subject to forfeiture and will vest on the fifth anniversary of the grant date if the executive officer is still employed with the Company; however, 20% of the shares subject to each award will vest on each of the first through fourth anniversaries of the grant date if certain performance targets for the Company are attained in the corresponding fiscal year. Because the Company did not achieve the accelerated vesting goals in fiscal 2008, no awards were accelerated for fiscal 2008.

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        Compensation Mix.    In fiscal 2008, our named executive officers received the following amounts of salary and bonus in proportion to total compensation (Mr. Slade and Mr. Zinser are excluded since neither received a cash bonus under the Company's non-equity incentive plan):

(1)

Long-term equity calculated based upon grant date fair value of stock and option awards pursuant to FAS 123(R).

34

OUTSTANDING EQUITY AWARDS AS OF MARCH 31, 2008

        The following table sets forth certain information regarding stock-based awards held by each named executive officer as of March 31, 2008.

(1)

Calculated based upon the closing market price of our common stock, $21.31, on March 28, 2008, the last trading day for our common stock in fiscal 2008.

(2)

These awards were granted on April 1, 2005. The options vest in one-third increments on each of the first three anniversaries of the grant date, subject to the continued employment of the recipient. The first one-third of the stock options vested on April 1, 2006, the second one-third vested on April 1, 2007 and the last third vested on April 1, 2008 (which was in fiscal 2009 and thus was not disclosed as "exercisable" above). The stock awards are performance accelerated restricted stock ("PARS"), which fully vest on April 1, 2010, subject to the continued employment of the recipient; provided, however, 20% of the PARS will vest on

35

each of the first through fourth anniversaries of the grant date if certain performance targets for the Company are attained in the corresponding fiscal year. The Company attained its performance targets in fiscal 2007, thus 20% of the PARS vested on May 30, 2007.

(3)

These awards were granted on April 3, 2006. The options vest in one-third increments on each of the first three anniversaries of the grant date, subject to the continued employment of the recipient. The first one-third of the stock options vested on April 3, 2007, the second one-third vested on April 3, 2008 (which was in fiscal 2009 and thus was not disclosed as "exercisable" above), and the last third will vest on April 3, 2009. The stock awards are performance accelerated restricted stock units ("PARSUs"), which fully vest on April 3, 2011, subject to the continued employment of the recipient; provided, however, 20% of the PARSUs will vest on each of the first through fourth anniversaries of the grant date if certain performance targets for the Company are attained in the corresponding fiscal year. The Company attained its performance targets in fiscal 2007, thus 20% of the PARSUs vested on May 30, 2007.

(4)

These awards were granted on May 15, 2007. The options vest in one-third increments on each of the first three anniversaries of the grant date, subject to the continued employment of the recipient. The first one-third of the stock options vested on May 15, 2008 (which was in fiscal 2009 and thus was not disclosed as "exercisable" above), the second one-third will vest on May 15, 2009, and the last third will vest on May 15, 2010. The stock awards are PARSUs, which fully vest on May 15, 2012, subject to the continued employment of the recipient; provided, however, 20% of the PARSUs will vest on each of the first through fourth anniversaries of the grant date if certain performance targets for the Company are attained in the corresponding fiscal year.

(5)

These options were awarded to Mr. Slade on March 13, 2008, shortly after be became an employee of the Company. The options will vest in one-third increments on each of the first three anniversaries of the grant date, subject to Mr. Slade's continued employment with the Company.

(6)

These options were granted to Mr. Curran on October 14, 2005 and vest in one-third increments on each of the first three anniversaries of the grant date, subject to Mr. Curran's continued employment with the Company. The first one-third of the stock options vested on October 14, 2006, the second one-third vested on October 14, 2007 and the last third will vest on October 14, 2008.

(7)

These options were granted to Mr. Curran on August 16, 2007 and vest in one-third increments on each of the first three anniversaries of the grant date, subject to Mr. Curran's continued employment with the Company. The first one-third of the stock options will vest on August 16, 2008, the second one-third will vest on August 16, 2009 and the last third will vest on August 16, 2010.

(8)

Mr. Zinser's employment with the Company terminated on November 26, 2007; all unvested stock and option awards terminated on such date. Mr. Zinser was eligible to exercise vested option awards for a certain period following the termination of his employment.

(9)

These awards were granted to Mr. van der Colff on June 8, 2007. The options vest in one-third increments on each of the first three anniversaries of the grant date, subject to Mr. van der Colff's continued employment with the Company. The first one-third of the stock options vested on June 8, 2008 (which was in fiscal 2009 and thus was not disclosed as "exercisable" above), the second one-third will vest on June 8, 2009, and the last third will vest on June 8, 2010. The stock awards are PARSUs, which fully vest on June 8, 2012, subject to Mr. van der Colff's continued employment with the Company; provided, however, 20% of the PARSUs will vest on each of the first through fourth anniversaries of the grant date if certain performance targets for the Company are attained in the corresponding fiscal year.

(10)

These Restricted Stock Units ("RSUs") were granted to Mr. van der Colff on March 13, 2008 and vest on March 13, 2011, subject to Mr. van der Colff's continued employment with the Company.

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OPTION EXERCISES AND STOCK VESTED

        The following table sets forth information concerning each exercise of stock options, SARs and similar instruments, and each vesting of stock, including restricted stock, restricted stock units and similar instruments, during fiscal 2008 for each named executive officer on an aggregated basis:

(1)

Calculated based upon the closing market price of THQ's common stock on the date of exercise less the exercise price of such shares.

NON-QUALIFIED DEFERRED COMPENSATION

        The following table shows the executive contributions, earnings and account balances for the named executive officers in the THQ Inc. Management Deferred Compensation Plan (the "Deferred Compensation Plan"):

(1)

Includes amounts that were also reported as either "Salary" or "Non-Equity Incentive Plan Awards" in the Summary Compensation Table on page 29.

(2)

None of the earnings in this column (d) are reported in the Summary Compensation Table because they were not preferential or above market.

(3)

Amounts reported in this column (f) for each named executive officer include amounts previously reported in the Company's Summary Compensation Table in previous years when earned if that executive's compensation was required to be disclosed in a previous year. Amounts previously reported in such years include previously earned, but deferred, salary and cash bonuses. This total reflects the cumulative value of each named executive officer's deferrals, contributions made by the Company and investment experience.

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        The Deferred Compensation Plan is an unfunded, unsecured deferred compensation plan. The Deferred Compensation Plan allows participants who are officers or directors of the Company (including all named executive officers) to defer a minimum amount of $5,000 per year as follows:

•

Up to 100% of base salary; and



•

Up to 100% of variable pay, including annual cash bonus, commissions or Board fees.

        The Company may make voluntary contributions to a participant's deferred compensation account, in such amounts, and at such times as the Company may, in its sole discretion, determine. The aggregate balances shown above represent amounts that the named executive officers earned but elected to defer, plus earnings (or losses) and any contributions that the Company made to such named executive's account.

        Account balances may be invested in investments selected by the executive from an array of investment options similar to the investment options available in the Company's 401(k) Plan. The array may change from time to time; as of March 31, 2008, participants could choose among several different investments, including domestic and international growth, income, balanced and blended fund investment stock funds, bonds or money market funds. Participants can daily change their investment selections prospectively by contacting the third-party administrator of the Deferred Compensation Plan.

        When participants elect to defer amounts into the Deferred Compensation Plan, they also select when the amounts ultimately will be distributed to them. Distributions may either be made in a specific year—whether or not employment has then ended—or at a time that begins at or after the executive's retirement or separation from the Company. Distributions can be made in a single lump sum payment or in up to 15 annual installments, depending upon the officer's years of service with the Company. However, soon after a participant's employment ends, his or her account balance is automatically distributed in a lump sum—without regard to his or her election—if the participant's account balance is less than $25,000 at the time of retirement or separation or if employment ended due to the participant's death.

        In addition to the Deferred Compensation Plan, in fiscal 2008, our named executive officers could elect to defer awards of PARSUs pursuant to the Stock Unit Deferred Compensation Plan (the "Stock Deferral Plan"). The Stock Deferral Plan allows the named executive officers to defer either 50% or 100% of a PARSU award with payment of vested shares to be made (with respect to the PARSU grants made to the named executive officers on May 15, 2007) on either: (i) a certain number of months certain after any vesting (either accelerated or cliff); (ii) a set date, which must be no earlier than May 16, 2012; or (iii) six months following the named executive officer's termination of employment with THQ or a set date, which must be no earlier than May 16, 2012. Mr. Farrell and Mr. Zinser elected to defer 100% of their vested shares underlying the PARSU awards received on May 15, 2007, in accordance with the Stock Deferral Plan.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

        All of our named executive officers have agreements that provide for payments and benefits to such named executive officers upon termination (actual or constructive) other than for "cause" or if the termination occurs within a specified period after, or in contemplation of, a change in control. The agreements also provide for payments and benefits where employment ends because of death or disability. The following pages describe these agreements and show potential payments upon termination, as if our named executive officers had been terminated on March 28, 2008*.

*

March 28, 2008 was the last business day of fiscal 2008.

        Brian J. Farrell's Employment Agreement.    As described above in the section entitled "Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table", Mr. Farrell is employed with THQ pursuant to an Employment Agreement. The Employment Agreement may be terminated by the Company: (i) in the event of Mr. Farrell's death or disability or (ii) for Cause, and may

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be terminated by Mr. Farrell: (a) at will, or (b) for Good Reason. In the event that Mr. Farrell terminates the Employment Agreement for Good Reason, or the Company terminates the Employment Agreement without Cause at any time or within one year after a Change of Control, Mr. Farrell shall be entitled to the following benefits:

•

A lump sum payment equal to three times the sum of (A) base salary on the date of termination, plus (B) bonus compensation at the annual rate of the highest bonus amount received by Mr. Farrell during any prior fiscal year;



•

The immediate vesting of Mr. Farrell's rights in all employee benefit and compensation plans, including stock options and stock awards not fully vested at such time;



•

For the greater of three years or the balance of the employment term, as set forth in the Employment Agreement: (i) medical and dental insurance, unless Mr. Farrell receives substantially equivalent medical and dental coverage from a third party employer without cost to him; (ii) the additional life and disability insurance coverage; and (iii) perquisites received by Mr. Farrell at the time of termination;



•

Payment of the fees and disbursements incurred by counsel to Mr. Farrell as a result of the termination of Mr. Farrell's employment;



•

Appropriate office and secretarial assistance for six months after termination of Mr. Farrell's employment; and



•

A gross-up payment if excise taxes (including penalties and interest) are owed by Mr. Farrell.

        If Mr. Farrell were terminated in accordance with the foregoing on March 28, 2008, he would have received the following:

(1)

These amounts represent the intrinsic value at March 28, 2008 of unvested options and stock awards that would vest upon termination, based upon the closing stock price of THQ's common stock on March 28, 2008, which was $21.31.

(2)

Group and health benefits include medical and dental insurance coverage and life and disability insurance coverage.

(3)

Other includes three years automobile allowance and six months use of an office and secretarial services.

        Severance Agreements.    THQ's Board believes that it is in the best interests of the Company and its stockholders to encourage the continued services of our named executive officers and to ensure the officer's continued dedication by providing specified severance benefits in the event the named executive officer's employment is terminated by the Company without Cause. For that reason, the Company has entered into severance agreements with each of the named executive officers of THQ, other than Mr. Farrell (the "Severance Agreements"). Mr. Farrell's Employment Agreement provides for the payment of benefits to him in the event of termination under certain circumstances as described above.

        The Severance Agreements provide for the payment of the following benefits if the named executive officer's employment with THQ or its subsidiaries is terminated by the Company without Cause unless the named executive officer is entitled to benefits under the Change-in-Control Agreement described below:

•

A cash payment equal to the sum of (i) one times the named executive officer's current base salary, and (ii) either (a) one times the annual bonus paid (including amounts deferred) in respect of the fiscal year of the Company immediately preceding the fiscal year in which the termination occurs, or

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(b) any accrued but unpaid bonus for the fiscal year ended immediately prior to the fiscal year in which the termination occurs; provided, however, if the named executive officer has been employed with the Company for less than one year, then the amount paid under the preceding clause (ii) shall be equal to one times the named executive officer's annual target bonus in effect at the date of termination.

•

COBRA premiums under the Company's group health plan for a period of 12 months.

        In addition, if on the date of termination, the named executive officer shall not be fully vested with respect to any stock options previously granted to such named executive officer, the named executive officer will immediately be vested on the date of termination in that number of additional options that would have vested during the 12 months following the date of termination as if such stock options had become vested in equal monthly increments over the vesting period.

        In exchange for the aforementioned cash severance and option vesting acceleration the executive must execute a release of his or her right to bring claims against the Company.

        If our named executive officers had been terminated on March 31, 2008, in accordance with the foregoing, each would receive approximately the following cash amounts under the Severance Agreements:

(1)

These amounts represent the intrinsic value at March 28, 2008 of unvested options that would vest upon termination, based upon the closing stock price of THQ's common stock on March 28, 2008, which was $21.31.

(2)

Mr. Van der Colff, who is a Vice President of the Company, would receive one-half (1/2) of the amounts described above.

(3)

COBRA payments are governed by the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985. Mr. Curran is a UK resident and thus COBRA is not applicable to him.

        Change-in-Control Severance Agreements.    THQ's Board believes that it is in the best interests of the Company and its stockholders to encourage our key officers to continue their services and their dedication to their assigned duties in the event of any threat or occurrence of any change in control of the Company. For that reason, in addition to the Severance Agreements, we have entered into agreements with each of our named executive officers, other than Mr. Farrell (the "Change-in-Control Agreements"). Mr. Farrell's Employment Agreement provides for the payment of benefits to him in the event of a change in control under certain circumstances as described above.

        The Change-in-Control Agreements provide the following benefits in the event that a named executive officer is terminated following a Change in Control of THQ by the Company without Cause or by the named executive officer for Good Reason:

•

A cash payment of (i) one and one-half (1¹/2) times the named executive officer's current salary; plus (ii) one times the target annual bonus then in effect for such officer; plus (iii) the product of the bonus amount described in clause (ii) and a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination and the denominator of which is 365; plus (iv) any accrued but unpaid bonus for the preceding fiscal year;

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•

Medical accident, disability and life insurance coverage for 12 months after termination at the lesser of the current cost or active employee cost;



•

A cash payment equal to the value of any unvested portion of employer contributions to the named executive officer's account under the Company's 401(k) Plan; and



•

A gross-up payment if excise taxes (including penalties and interest) are owed by such named executive officer.